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Thunder Mountain Gold (THMG) names Sadler Gibb as new independent auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Thunder Mountain Gold, Inc. reported a change in its external auditor following a merger of its prior firm. Assure CPA, LLC merged into Sadler Gibb & Associates LLC, ceased operations as a public accounting firm, and resigned as Thunder Mountain Gold’s independent registered public accounting firm.

The Audit Committee approved both the resignation and the engagement of Sadler Gibb & Associates LLC as the new independent registered public accounting firm for the fiscal year ending 2026. The company states there were no disagreements or reportable events with Assure CPA, LLC, although prior audit reports for 2024 and 2025 included an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern.

Positive

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Negative

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Insights

Auditor switch follows firm merger, with no reported disputes.

Thunder Mountain Gold changed auditors because its prior firm, Assure CPA, LLC, merged into Sadler Gibb & Associates LLC and stopped operating as a public accounting firm. The Audit Committee approved both the resignation and the new engagement.

The company reports no disagreements or reportable events with Assure CPA, LLC for fiscal years 2024 and 2025 and through May 31, 2026. However, those audit reports included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern, which remains an important risk factor already on record.

The engagement of Sadler Gibb & Associates LLC as auditor for the fiscal year ending 2026 is a governance and compliance development rather than a financial performance event, so its impact on the investment case depends on future financial statements issued under the new firm.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Former audit years 2024 and 2025 Fiscal years covered by Assure CPA, LLC audit reports
Interim period end May 31, 2026 Period through which no disagreements or reportable events were noted
Audit Committee approvals June 3–4, 2026 Dates committee approved resignation and new engagement
Auditor letter date June 5, 2026 Date of Assure CPA, LLC letter filed as Exhibit 16.1
independent registered public accounting firm financial
"Assure CPA, LLC, which served as the independent registered public accounting firm of Thunder Mountain Gold Inc."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"each of Assure CPA, LLC's reports contained an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
Audit Committee financial
"were approved by the Audit Committee of the Company's Board of Directors on June 3, 2026"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
reportable events regulatory
"no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Regulation S-K regulatory
"within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
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false 2026-06-05 0000711034 Thunder Mountain Gold, Inc. 0000711034 2026-06-05 2026-06-05 0000711034 dei:FormerAddressMember 2026-06-05 2026-06-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2026

THUNDER MOUNTAIN GOLD, INC.
(Exact name of registrant as specified in its charter)

Idaho 001-08429 91-1031075
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

11770 W. President Drive, Ste. F
 Boise, Idaho, United States 83713
 (Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (208) 658-1037

11770 W. President Dr., Ste. F
 Boise, Idaho, 83713 United States
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Stock, $0.001 par value   THMG   OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 4 - Matters Related to Accountants and Financial Statements.

Item 4.01. Changes in Registrant's Certifying Accountant.

(a) Resignation of Independent Registered Public Accounting Firm.

On June 3, 2026, we were notified that Assure CPA, LLC, which served as the independent registered public accounting firm of Thunder Mountain Gold Inc. (the "Company"), merged into Sadler Gibb & Associates LLC  pursuant to an asset purchase agreement. As a result of the transaction, Assure CPA, LLC ceased operations as a public accounting firm, and resigned as the Company's independent registered public accounting firm.

The resignation of Assure CPA, LLC and the engagement of Sadler Gibb & Associates LLC  described in paragraph (b) below were approved by the Audit Committee of the Company's Board of Directors on June 3, 2026.

Assure CPA, LLC's audit reports on the Company's consolidated financial statements for the fiscal years ended 2024 and 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles [except that each of Assure CPA, LLC's reports contained an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern].

During the fiscal years ended 2024 and 2025, and the subsequent interim period through May 31, 2026, there were (i) no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Assure CPA, LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to Assure CPA, LLC's satisfaction, would have caused Assure CPA, LLC to make reference to the matter in its reports, and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Assure CPA, LLC with a copy of the disclosures in this Current Report on Form 8-K and has requested that Assure CPA, LLC furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company herein. A copy of Assure CPA, LLC's letter, dated June 5, 2026, is filed as Exhibit 16.1 hereto.

(b) Engagement of New Independent Registered Public Accounting Firm.

On June 4, 2026, the Audit Committee approved the engagement of Sadler Gibb & Associates LLC  as the Company's independent registered public accounting firm for the fiscal year ending 2026.

During the fiscal years ended 2024 and 2025 and the subsequent interim period through May 31, 2026, neither the Company nor anyone on its behalf consulted with Sadler Gibb & Associates LLC  regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company that Sadler Gibb & Associates LLC  concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or a reportable event (as described in Item 304(a)(1)(v)).

Item 9.01. Financial Statements and Exhibits.

16.1 Letter from Assure CPA, LLC, dated June 5, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THUNDER MOUNTAIN GOLD, INC.

                      (Registrant)

 By: /s/ ERIC T. JONES

        Eric T. Jones

        President and Chief Executive Officer

        Date:  June 8, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What auditor change did Thunder Mountain Gold (THMG) disclose in this 8-K?

Thunder Mountain Gold disclosed that Assure CPA, LLC resigned as its independent registered public accounting firm after merging into Sadler Gibb & Associates LLC. The Audit Committee then approved Sadler Gibb & Associates LLC as the new auditor for the fiscal year ending 2026.

Why did Assure CPA, LLC resign as Thunder Mountain Gold (THMG) auditor?

Assure CPA, LLC resigned because it merged into Sadler Gibb & Associates LLC under an asset purchase agreement and ceased operations as a public accounting firm. As a result, it could no longer serve as Thunder Mountain Gold’s independent registered public accounting firm.

Did Thunder Mountain Gold (THMG) report any disagreements with Assure CPA, LLC?

Thunder Mountain Gold states there were no disagreements with Assure CPA, LLC on accounting principles, financial statement disclosure, or auditing scope or procedures, and no reportable events, during fiscal years 2024 and 2025 and the interim period through May 31, 2026.

What going concern language affected Thunder Mountain Gold (THMG) audits?

Assure CPA, LLC’s audit reports on Thunder Mountain Gold’s consolidated financial statements for fiscal years 2024 and 2025 included an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern, highlighting an important risk already disclosed to investors.

Who approved the new auditor for Thunder Mountain Gold (THMG)?

Thunder Mountain Gold’s Audit Committee approved both Assure CPA, LLC’s resignation and the engagement of Sadler Gibb & Associates LLC as the new independent registered public accounting firm on June 3 and June 4, 2026, respectively, providing board-level oversight of the transition.

Did Thunder Mountain Gold (THMG) previously consult Sadler Gibb on accounting issues?

The company states that during fiscal years 2024 and 2025 and through May 31, 2026, it did not consult Sadler Gibb & Associates LLC on accounting principles, specific transactions, audit opinions, or any matters involving disagreements or reportable events before formally engaging the firm.

Filing Exhibits & Attachments

6 documents

Other Documents